Kingstone Governance Update: New Director, Strong Shareholder Approvals

Rhea-AI Filing Summary

On 6 Aug 2025, Kingstone Companies (NASDAQ: KINS) filed an 8-K disclosing board and shareholder-meeting outcomes.

Board changes (Item 5.02): Directors Carla D’Andre and Timothy McFadden concluded their service. Pranav Pasricha, noted for insurance-technology expertise, was elected to the six-member board.

Annual Meeting results (Item 5.07):

• All six nominees were re-elected; support ranged from 94.0% to 99.1% of votes cast.
• Auditor CBIZ CPAs P.C. ratified with 9,997,477 for / 24,421 against (99.7% approval).
• Say-on-Pay passed: 5,517,003 for (93.8%), 324,524 against.
• Investors chose annual advisory votes on executive compensation (4,940,857 votes).

No financial performance metrics, transactions, or guidance were reported. The filing is primarily a corporate-governance update with limited immediate earnings impact.

Positive

• 99.7% shareholder approval to retain CBIZ CPAs P.C. signals confidence in financial reporting.
• Say-on-Pay passed with 93.8% support, indicating broad acceptance of executive compensation.
• Appointment of Pranav Pasricha may strengthen digital strategy and underwriting analytics.

Negative

• Loss of two experienced directors could create short-term knowledge gaps.
• High broker non-votes (~4.17 million shares) reflect limited retail engagement.

Insights

Corporate Governance Analyst

TL;DR: Routine governance refresh; no material financial impact.

Director turnover appears orderly rather than contentious, with Pasricha adding sector expertise. Shareholder votes signal broad confidence—high approval of nominees, auditor, and pay plan, plus preference for annual say-on-pay enhances accountability. No red flags such as failed proposals or large withhold campaigns emerge. Governance risk stays low.

Financial Analyst

TL;DR: Neutral event; fundamentals unchanged.

The 8-K lacks earnings or capital actions, so valuation drivers remain premiums, loss ratios, and investment returns rather than board changes. Strong shareholder support suggests stability, but the departure of two directors slightly reduces institutional memory. Overall, this filing should not move the stock.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2025

KINGSTONE COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-01665		36-2476480
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

120 Wood Road Kingston, New York		12401
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code (845) 802-7900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	KINS	NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 6, 2025, Kingstone Companies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Carla D’Andre and Timothy McFadden have completed their service on the Company’s Board of Directors, and Pranav Pasricha has been elected to the Board of Directors.  A copy of the Press Release is furnished as Exhibit 99.1 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 6, 2025, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”).  The following is a listing of the votes cast for or withheld, and the number of broker non-votes, with respect to each nominee for director and a listing of the votes cast for and against, as well as abstentions and broker non-votes, with respect to the other matters voted upon at the Annual Meeting.  The Company’s stockholders elected each of the nominees as a director, ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers and indicated, on a non-binding advisory basis, that future advisory votes on the Company’s executive compensation should be held every year.

1. Election of Board of Directors:

	Number of Shares
	For	Withheld	Broker Non-Votes
Meryl S. Golden	5,820,888	41,443	4,166,902
Thomas Newgarden	5,743,623	118,708	4,166,902
Floyd R. Tupper	5,493,495	368,836	4,166,902
William L. Yankus	5,608,958	253,373	4,166,902
Manmohan Singh	5,728,865	133,466	4,166,902
Pranav Pasricha	5,810,077	52,254	4,166,902

2. Ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For	9,997,477
Against	24,421
Abstentions	7,335

3. Advisory vote on the compensation of the Company’s named executive officers:

For	5,517,003
Against	324,524
Abstentions	20,804
Broker Non-Votes	4,166,902

4. Advisory basis, whether future advisory votes on the Company’s executive compensation should be held every one, two or three years:

3 Years	884,582
2 Years	23,781
1 Year	4,940,857
Abstentions	13,111

The Press Release also announced the actions taken by the stockholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
99.1	Press release, dated August 6, 2025, issued by Kingstone Companies, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KINGSTONE COMPANIES, INC.
Dated:  August 7, 2025	By:	/s/ Meryl Golden
		Meryl Golden
		Chief Executive Officer and President

FAQ

Why did Kingstone (KINS) file this 8-K?

To disclose director departures, the election of Pranav Pasricha, and the results of its 2025 Annual Meeting.

Were all KINS board nominees elected?

Yes, all six nominees received at least 94% support of votes cast.

Did shareholders approve Kingstone’s Say-on-Pay proposal?

Yes, the advisory vote passed with 5.52 m for and 0.32 m against.

How often will KINS hold future Say-on-Pay votes?

Shareholders chose an annual frequency (4.94 m votes).

Was the external auditor ratified?

Yes, CBIZ CPAs P.C. was ratified with 9.997 m votes in favor.